Appendix: Immunovia AB (PUBL) long term incentive plan for Unites States residents

APPENDIX TO

IMMUNOVIA AB (PUBL) LONG TERM INCENTIVE PLAN

FOR UNITED STATES RESIDENTS

1. Establishment, Purpose and Term of Appendix.
2. 1. Establishment. This Appendix C (the "Appendix") to the IMMUNOVIA AB (PUBL) Long Term Incentive Plan (the "Plan") is hereby established effective as of the date indicated on the attestation hereto by the Board of the Company.
   2. Purpose. The purpose of the Appendix is to advance the interests of the Participating Company Group and its shareholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group for those providing services who are residents of a state in the United States. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options granted to residents of a state in the United States.
   3. Term of Appendix. The Appendix will continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Appendix have been issued and all restrictions on such shares under the terms of the Appendix and the agreements evidencing Options granted under the Appendix have lapsed. However, all Awards must be granted, if at all, within ten (10) years from the date the Appendix is adopted by the Board. The Company intends that the Appendix complies with Section 409A of the Code, as it may be applicable to any Award, including any amendments or replacements of such section, and the Appendix is to be so construed.
3. Definitions and Construction.
4. 1. Definitions. Whenever used herein, the following terms will have their respective meanings set forth below:
   2. 1. "Affiliate" means (i) an entity, other than a Parent Corporation, that directly, or indirectly, through one or more intermediary entities, controls the Company, or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities. For this purpose, the term "control" (including the term "controlled by") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.
      2. "Award" means a grant of an Option.
      3. "Award Agreement" means a written agreement, including an Option Agreement, between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.
      4. "Board" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, "Board" also means such Committee(s).
      5. "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

1. "Committee" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee will have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Appendix at any time, subject to the terms of the Appendix and any applicable limitations imposed by law.
2. "Company" means IMMUNOVIA AB (PUBL) a Swedish public company or any successor corporation thereto.
3. "Consultant" means a service provider engaged to provide consulting or advisory services as an independent contractor (or other than as an Employee or a Director) to a Participating Company.
4. "Director" means a member of the Board or of the board of directors of any other Participating Company.
5. "Employee" means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director's fee will be sufficient to constitute employment for purposes of the Appendix. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual's employment or termination of employment, as the case may be. For purposes of an individual's rights, if any, under the Appendix as of the time of the Company's determination, all such determinations by the Company will be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.
6. "Exchange Act" means the Securities Exchange Act of 1934, amended.
7. "Fair Market Value" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:
8. 1. If, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock will be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, The Nasdaq Small Cap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value is to be established will be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as determined by the Board, in its discretion.
   2. If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock will be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and subject to compliance with Section 409A of the Code.
9. "Incentive Stock Option" means an Option intended to be (as set forth

in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

1. "Insider" means an Officer, Director of the Company, or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.
2. "Non-statutoryStock Option" means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option.
3. "Officer" means any person designated by the Board as an officer of the
   Company.
4. "Option" means a right to purchase Stock pursuant to the terms and conditions of the Appendix. An Option may be either an Incentive Stock Option or a Non-statutory Stock Option.
5. "Option Agreement" means a written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee, and any shares acquired upon the exercise thereof. An Option Agreement may consist of a form of "Notice of Grant of Stock Option" and a form of "Stock Option Agreement" incorporated therein by reference, or such other form or forms as the Board may approve from time to time.
6. "Optionee" means a person who has been granted one or more Options.
7. "Parent Corporation" means any present or future "parent corporation" of the Company, as defined in Section 424(e) of the Code.
8. "Participant" means any holder of an outstanding Award.
9. "Participating Company" means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.
10. "Participating Company Group" means, at any point in time, all entities collectively which are then Participating Companies.
11. "Rule 16b-3" means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.
12. "Securities Act" means the Securities Act of 1933, as amended.
13. "Service" means a Participant's employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director, or a Consultant. A Participant's Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company Group or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant's Service. Furthermore, an Participant's Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the one hundred eighty-first (181st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead will be treated thereafter as a Non-statutory Stock Option unless the Participant's right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant's Award Agreement. The Participant's Service will be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its

discretion, will determine whether the Participant's Service has terminated and the effective date of such termination.

1. 1. "Stock" means the common stock of the Company.
   2. "Subsidiary Corporation" means any present or future "subsidiary corporation" of the Company, as defined in Section 424(f) of the Code.
   3. "Ten Percent Owner Optionee" means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.
2. Construction. Captions and titles contained herein are for convenience only and do not affect the meaning or interpretation of any provision of the Appendix. Except when otherwise indicated by the context, the singular includes the plural and the plural includes the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise.
3. 
   3. Administration.

1. Administration by the Board. The Board shall administer the Appendix. The Board shall determine all questions of interpretation of the Appendix or of any Option, and such determinations will be final and binding upon all persons having an interest in the Appendix or such Option.
2. Authority of Officers. Any Officer has the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.
3. Powers of the Board. In addition to any other powers set forth in the Appendix and subject to the provisions of the Appendix, the Board has the full and final power and authority, in its discretion:
4. 1. to determine the persons to whom, and the time or times at which, Awards will be granted and the number of shares of Stock to be subject to each Award;
   2. to designate Options as Incentive Stock Options or Non-statutory Stock
      Options;
   3. to determine the Fair Market Value of shares of Stock or other property;
   4. to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired upon the exercise thereof (as applicable), including, without limitation, (i) the exercise price of the Award (as applicable), (ii) the method of payment for shares purchased upon the exercise of the Award (as applicable), (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Award or such shares, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability of the Award or the vesting of any shares covered by the Award or acquired upon the exercise thereof, (v) the time of the expiration of the Award, (vi) the effect of the Participant's termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Award or such shares not inconsistent with the terms of the Appendix;

1. to approve one or more forms of Option Agreements and other Award

Agreements;

1. 1. to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired upon the exercise (or vesting) thereof;
   2. to accelerate, continue, extend or defer the exercisability of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant's termination of Service with the Participating Company Group;
   3. to prescribe, amend or rescind rules, guidelines and policies relating to the Appendix, or to adopt supplements to, or alternative versions of, the Appendix, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards; and
   4. to correct any defect, supply any omission or reconcile any inconsistency in the Appendix or any Award Agreement and to make all other determinations and take such other actions with respect to the Appendix or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Appendix or applicable law.
2. Administration with Respect to Insiders. With respect to participation by Insiders in the Appendix, at any time that a class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Appendix will be administered in compliance with the requirements, if any, of Rule 16b-3.
3. Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated will be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Appendix, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it is adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.
4. 
   4. Shares Subject to Plan.

1. Shares Issuable. The delivery of shares of Stock that may be issued under the Plan will consist of authorized warrants to be converted into Stock.
2. Returned Shares. If, and to the extent, that any Award either expires, terminates, is cancelled, forfeited, or exchanged without the full number of shares of Stock represented by such Award being issued pursuant thereto, then such unissued (or unvested) Shares will be available for subsequent Awards under the Appendix. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant

or sale under the Appendix. To the extent an Award under the Appendix is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Appendix. Notwithstanding the foregoing, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate share number stated in Section 4.1, plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any shares that become available for issuance under the Appendix pursuant to this Section 4.2 (the "ISO Share Issuance Limit").

1. Eligibility and Option Limitations.
2. 1. Persons Eligible for Award. Awards may be granted only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, "Employees," "Consultants" and "Directors" includes prospective Employees, prospective Consultants and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1) Award. However, eligibility in accordance with this Section 5.1 does not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.
   2. Option Grant Restrictions. Any person who is not an Employee on the effective date of the grant of an Award may not be granted an Incentive Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee will be deemed granted effective on the date such person commences Service with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1.
   3. Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under the Appendix) become exercisable by an Optionee for the first time during any calendar year for stock having a greater than One Hundred Thousand Dollars ($100,000), the portions of such options which exceed such amount will be treated as Non-statutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options will be considered in the order in which they were granted, and the Fair Market Value of stock will be determined as of the time the Option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation will be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Non-statutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee will be deemed to have exercised the Incentive Stock Option portion of the Option first. To the extent certificated, separate certificates representing each such portion will be issued upon the exercise of the Option.
3. Terms and Conditions of Options.
4. 1. Option Agreements. Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish, shall evidence Options. No Option or purported Option will be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Appendix by reference and shall comply with and be subject to the following terms and conditions:
   2. 1. Exercise Price. The exercise price for each Option will be established in the discretion of the Board, subject to compliance with Section 409A of the Code; provided, however, that no Incentive Stock Option granted to a Ten Percent Owner Optionee shall have an

exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Non-statutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

1. Exercisability and Term of Options. Options will be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Incentive Stock Option will be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee will be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.
   6.2 Tax Withholding. The Company has the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively, or in addition, in its discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, to make adequate provision for any such tax withholding obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Fair Market Value of any shares of Stock withheld to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until the Optionee has satisfied the Participating Company Group's tax withholding obligations.
   6.3 Effect of Termination of Service. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Board in the grant of an Option and set forth in the Option Agreement, an Option will exercisable after an Optionee's termination of Service as follows:
2. 1. Termination for Cause. Notwithstanding any other provision of this Option Agreement, if the Optionee's Service is terminated for Cause, all Options, whether or not then vested and exercisable shall terminate and cease to be exercisable on the effective date of such termination of Service. Unless otherwise defined in a contract of employment or service between the Optionee and a Participating Company, "Cause" means any of the following: (1) the Optionee's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (2) the Optionee's material failure to abide by a Participating Company's code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (3) the Optionee's unauthorized use, misappropriation, destruction, or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Optionee's improper use or disclosure of a Participating Company's confidential or

proprietary information); (4) any intentional act by the Optionee which has a material detrimental effect on a Participating Company's reputation or business; (5) the Optionee's failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability;

1. any material breach by the Optionee of any employment or service agreement between the Optionee and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (7) the Optionee's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation, or moral turpitude, or which impairs the Optionee's ability to perform his or her duties with a Participating Company.
2. 1. 1. Other Termination of Service. If the Optionee's Service terminates for any reason, except for Cause, the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee at any time prior to the Option Expiration Date.
   2. Extension if Optionee Subject to Section 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.5(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee's termination of Service, or (iii) the Option Expiration Date.

1. Transferability of Options. During the lifetime of the Optionee, an Option will be exercisable only by the Optionee or the Optionee's guardian or legal representative. No Option will be assignable or transferable by the Optionee. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Option Agreement evidencing such Option, a Non-statutory Stock Option will be assignable or transferable subject to Rule 701 under the Securities Act and the General Instructions to Form S-8 Registration Statement under the Securities Act.
2. Section 409A IRC Compliance.
3. 1. With respect to any Award subject to Section 409A IRC, the Plan and the applicable Award Agreement are intended to comply with the requirements of Section 409A IRC, the provisions of the Plan and such Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A IRC, and this Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award subject to Section 409A IRC would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and deemed amended so as to avoid this conflict.
   2. If all or part of any payments made, or other benefits conferred, under any Award subject to Section 409A IRC constitutes deferred compensation for purposes of Section 409A IRC as a result of a "separation from service" of the relevant Participant (other than due to his death) within the meaning of Section 409A IRC while such Participant is a "specified employee" under Section 409A IRC, then such payment or benefit shall not be made or conferred until six months and one business day have elapsed after the

date of such "separation from service", except as permitted under Section 409A IRC.

1. 1. If an Award subject to Section 409A IRC includes a "series of instalment payments" within the meaning of Section 1.409A-2(b)(2)(iii) of the United States Treasury Regulations, the right of the relevant Participant to such series of instalment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if such an Award includes "dividend equivalents" within the meaning of Section 1.409A-3(e) of the United States Treasury Regulations, the right of the relevant Participant to such dividend equivalents shall be treated separately from the right to other amounts or other benefits under such Award.
   2. For any Award subject to Section 409A IRC that provides for accelerated distribution on a Liquidation Event of amounts that constitute "deferred compensation" as defined in Section 409A IRC, if the event that constitutes such Liquidation Event does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company's assets (in either case, as defined in Section 409A IRC), such amount shall not be distributed on such Liquidation Event but instead shall vest as of the date of such Liquidation Event and shall be paid on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the relevant Participant incurring any additional tax, penalty, interest or other expense under Section 409A IRC.
   3. Notwithstanding the foregoing in this Article 10, the tax treatment of the benefits provided under this Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a U.S. Participant on account of non-compliance with Section 409A IRC.
2. Standard Forms of Option Agreement.
3. 1. Option Agreement. Unless otherwise provided by the Board at the time the Option is granted, an Option will comply with and be subject to the terms and conditions set forth in the form of Option Agreement approved by the Board, as amended from time to time.
   2. Authority to Vary Terms. The Board will have the authority from time to time to vary the terms of any standard form of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual Option or Award, or in connection with the authorization of a new standard form or forms.
4. Compliance with Securities Law.

The grant of Awards and the issuance of shares of Stock upon exercise or vesting of any Award, as applicable, will be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities. Awards may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised or shares of Stock issued pursuant to any Award unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option, or (b) in the opinion of legal counsel to the Company, the shares may be issued in accordance with the terms of an applicable exemption from the registration

requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

9. Termination or Amendment of Appendix.

The Board may terminate or amend the Appendix at any time. No termination or amendment of the Appendix shall affect any then outstanding Award unless expressly provided by the Board. In any event, no termination or amendment of the Appendix may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.

[End of Document]